How Earnout Fraud Is Quietly Killing Indie M&A Deals

Earnouts are supposed to bridge valuation gaps, but a new pattern of buyer-initiated fraud is turning them into deal killers. Lucas and Luna break down a 2026 case study: a $45 million earnout on a Texas SaaS firm where the buyer deliberately starved the unit of sales leads to avoid paying out. They walk through the three red flags every seller should watch for: revenue manipulation through channel stuffing, intentional underinvestment, and the 'straw man CEO' trap. This episode doesn't just name the problem — it gives operators concrete structural remedies, including the 'earnout protector' clause and the carve-out audit right. If you're an indie founder considering a deal with an earnout component, this is the episode that will change how you negotiate your next term sheet. #EarnoutFraud #M&A #IndieM&A #BusinessAcquisitions #SaaS #Texas #DealStructuring #EarnoutProtector #CarveOutAudit #Fraud #MergersAndAcquisitions #Business #FexingoBusiness #BusinessPodcast #AcquisitionTalk #LucasAndLuna #IndieFounders #ValuationGap Keep every episode free: buymeacoffee.com/fexingo